U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB  x
        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2006  o
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  Commission File #000-50416  ROCKELLE CORP. (Exact name of registrant as specified in its charter)  Delaware (State or other jurisdiction of incorporation or organization)  98-0407800 (IRS Employer Identification Number)  162 Miller Place Road,Miller Place, New York
        11764(Address of principal executive offices )
        (Zip Code)  631-244-9841 (Registrants telephone no., including area code)  (Former name, address and fiscal year, if changed since last report)  Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes [ X] Noo  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes
        o
        Nox  State the number of shares outstanding of each of the issuers classes of
common equity, as of May 18, 2006: 20,713,530 shares of common stock.         ROCKELLE CORP.

FINANCIAL STATEMENTS



INDEX



PART I-- FINANCIAL INFORMATION




Item 1. Financial Statements


Item 2. Managements Discussion and Analysis of Financial Condition


Item 3. Control and Procedures

PART II-- OTHER INFORMATION




Item 1. Legal Proceedings


Item 2. Changes in Securities


Item 3. Defaults Upon Senior Securities


Item 4. Submission of Matters to a Vote of Security Holders


Item 5. Other Information


Item 6. Exhibits and Reports on Form 8-K

SIGNATURE






Item 1.
        Financial Information

BASIS OF PRESENTATION



The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended March 31, 2006 are not necessarily indicative of results that may be expected for the year ending December 31, 2006. The financial statements are presented on the accrual basis.















Rockelle Corp. and Subsidiary



Consolidated Financial Statements



March 31, 2006






Rockelle Corp. and Subsidiary

Index to Consolidated Financial Statements

March 31, 2006






PAGE

FINANCIAL STATEMENTS






Balance Sheets
        2




Statements of Operations
        3




Statements of Stockholders Equity
        4




Statements of Cash Flows
        5




Notes to Financial Statements
        6







Rockelle Corp. and SubsidiaryConsolidated Balance SheetsASSETSMarch 31,
        
        December 31,2006
        
        2005CURRENT ASSETSCash and cash equivalents
        $
        284,020
        
        $
        2,150Inventories
        
        -
        
        
        2,858Prepaid expenses and other current assets
        
        15,000
        
        
        -Total current assets
        
        299,020
        
        
        5,008PROPERTY AND EQUIPMENTFurniture and equipment
        
        -
        
        
        40,467Leasehold improvements
        
        -
        
        
        96,854Construction in progress
        
        178,976
        
        
        -178,976
        
        
        137,321Accumulated depreciation and amortization
        
        -
        
        
        (15,257)178,976
        
        
        122,064OTHER ASSETSFranchise area rights, net
        
        306,120
        
        
        276,250Deferred financing costs, net
        
        509,887
        
        
        -Security deposits and other assets
        
        17,500
        
        
        56,000Total other assets
        
        833,507
        
        
        332,250Total assets
        $
        1,311,503
        
        $
        459,322





LIABILITIES AND STOCKHOLDERS  EQUITYMarch 31,
        
        December 31,2006
        
        2005CURRENT LIABILITIESAccounts payable and accrued expenses
        $
        46,459
        
        $
        70,802Franchise obligation - current portion
        
        50,000
        
        
        50,000Due to affiliate
        
        105,500
        
        
        105,500Convertible debentures, net of discount
        
        243,056
        
        
        -Loan from stockholder
        
        42,060
        
        
        80,260Total current liabilities
        
        487,075
        
        
        306,562Franchise obligation - non-current
        
        150,000
        
        
        150,000Total liabilities
        
        637,075
        
        
        456,562STOCKHOLDERS EQUITYPreferred stock - $0.001 par value; 10,000,000 shares authorized;None issued and outstanding
        
        -
        
        
        -Common stock - $0.001 par value; 200,000,000 shares authorized;20,463,530 and 19,963,530 issued and outstanding in 2006 and2005, respectively
        
        20,463
        
        
        19,963Additional paid-in capital
        
        1,840,692
        
        
        725,312Retained earnings (accumulated deficit)
        
        (1,186,727)
        
        
        (742,515)Total stockholders equity
        
        674,428
        
        
        2,760Total liabilities and stockholders equity
        $
        1,311,503
        
        $
        459,322

The accompanying notes are an integral part of these consolidated financial statements.



Page 2





Rockelle Corp. and SubsidiaryConsolidated Statements of OperationsThree months ended March 31,2006
        
        2005Sales
        $
        15,384
        
        $
        12,318Cost of Sales
        
        1,805
        
        
        -Gross profit
        
        13,579
        
        
        12,318General and administrative expenses
        
        413,781
        
        
        22,581Loss from operations
        
        (400,202)
        
        
        (10,263)Loss on disposal of property and equipment
        
        (44,010)
        
        
        -Net loss
        
        (444,212)
        
        
        (10,263)Basic and diluted net loss per common share
        $
        (0.02)
        
        $
        (*)Weighted average common shares used in computing basic and diluted net loss per
common share
        
        20,130,197
        
        
        19,489,905(*) = less than $.01

The accompanying notes are an integral part of these consolidated financial statements.



Page 3




Rockelle Corp. and SubsidiaryConsolidated Statements of Stockholders EquityAdditionalCommon
        
        Paid-In
        
        AccumulatedShares
        
        Stock
        
        Capital
        
        Deficit
        
        TotalBalance at December 31, 2005
        
        
        19,963,530
        
        $
        19,963
        
        $
        725,312
        
        $
        (742,515)
        
        $
        2,760Issuance of common stock in exchangefor services rendered at a value of$300,000 at $0.75 per share
        
        
        400,000
        
        
        400
        
        
        299,600
        
        
        -
        
        
        300,000Issuance of convertible debt and warrants
        
        
        100,000
        
        
        100
        
        
        815,780
        
        
        -
        
        
        815,880Net loss
        
        
        -
        
        
        -
        
        
        -
        
        
        (444,212)
        
        
        (444,212)Balance at March 31, 2006
        
        
        20,463,530
        
        $
        20,463
        
        $
        1,840,692
        
        $
        (1,186,727)
        
        $
        674,428The accompanying notes are an integral part of these consolidated financial statements.



Page 4




Rockelle Corp. and SubsidiaryConsolidated Statements of Cash FlowsThree months ended March 31,2006
        
        2005CASH FLOWS FROM OPERATING ACTIVITIESNet loss
        $
        (444,212)
        
        $
        (10,263)Adjustments to reconcile net income to net cashused in operating activities:Depreciation
        
        3,054
        
        
        -Loss on disposal of property and equipment
        
        44,010
        
        
        -Amortization of franchise area rights
        
        7,630
        
        
        -Amortization of deferred financing costs
        
        14,568
        
        
        -Amortization of discount on convertible debentures
        
        13,056
        
        
        -Common stock issued for services
        
        300,000
        
        
        -Changes in assets and liabilities:Accounts receivable
        
        -
        
        
        (1,800)Inventories
        
        2,858
        
        
        -Prepaid expenses and other current assets
        
        (15,000)
        
        
        (7,000)Franchise area rights
        
        (37,500)
        
        
        -Security deposits and other assets
        
        38,500
        
        
        (124,000)Accounts payable and accrued expenses
        
        (24,343)
        
        
        -Total adjustments
        
        346,833
        
        
        (132,800)Net cash used in operating activities
        
        (97,379)
        
        
        (143,063)CASH FLOWS FROM INVESTING ACTIVITIESProceeds from sale of property and equipment
        
        75,000
        
        
        -Capital expenditures
        
        (178,976)
        
        
        (43,777)Net cash used in investing activities
        
        (103,976)
        
        
        (43,777)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock
        
        -
        
        
        2,500Deferred financing costs
        
        (178,575)
        
        
        -Repayment of loan from stockholder
        
        (38,200)
        
        
        -Proceeds from issuance of convertible debentures
        
        700,000
        
        
        -Net cash provided by financing activities
        
        483,225
        
        
        2,500Net increase (decrease) in cash and cash equivalents
        
        281,870
        
        
        (184,340)Cash and cash equivalents - Beginning of period
        
        2,150
        
        
        228,643Cash and cash equivalents - End of period
        $
        284,020
        
        $
        44,303SUPPLEMENTAL CASH FLOW INFORMATIONInterest paid
        $
        575
        
        $
        -Income taxes paid
        $
        310
        
        $
        -NON-CASH INVESTING ACTIVITY:Issuance of common stock in exchange for services
        $
        375,000
        
        $
        9,975Warrant value recorded as paid-in capital
        $
        470,000
        
        $
        -Warrants issued for services
        $
        270,880
        
        $
        -



The accompanying notes are an integral part of these consolidated financial statements.



Page 5











Rockelle Corp. and Subsidiary

Notes to Financial Statements

March 31, 2006





NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION



Rockelle Corp. (Rockelle), formerly known as Serie Inc., was incorporated on September 19, 2003 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Its current primary business purpose is to acquire and maintain franchises in the quick-service food industry. To date, Rockelle has not sold any of these franchises.



In April 2005, Rockelle organized and capitalized a wholly-owned subsidiary, Rockelle Riverhead Corp. (Riverhead) for the purpose of operating two convenience stores (one of which was sold in 2005), each located on a property shared with a gas station. In connection with taking over these operations, the owner of the property contracted with Rockelle to dispense gasoline to customers of the gas station. Rockelle receives a fee based upon the amount of gas dispensed.



The consolidated financial statements include the accounts of Rockelle and
Riverhead (together the Company). All material intercompany
transactions and balances have been eliminated in consolidation.



The financial statements for the three months ended March 31, 2006 and 2005 together with the balance sheet as of March 31, 2006 and
2005 included herein have not been audited by the Company's independent public accountants. In the opinion of management, all
adjustments necessary to present fairly the financial position at March 31, 2006 and the results of operations and cash flows for the
periods presented herein have been made.



The financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such regulations. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2005.



NOTE 2 - FRANCHISE AREA RIGHTS



During the quarter ended March 31, 2006 the Company incurred franchise development fees of $37,500 for three (3) of the Stewarts in Wal-Mart stores.



Franchise area rights consist of the following at March 31, 2006:






Franchise area rights
        $
        337,500Less: Accumulated amortization
        
        (31,380)$
        306,120

Franchise rights amortization expense was $7,630 and $- 0 - for the quarter ended March 31, 2006 and 2005, respectively.




Page 6





Rockelle Corp. and Subsidiary

Notes to Financial Statements

March 31, 2006





NOTE 3  SECURED CONVERTIBLE DEBENTURES



In March 2006, the Company completed a financing agreement for $2,000,000 with private investors (the Investors). Under the terms of the agreement, on March 1, 2006, the Company received the first of three installments which are expected to be completed over the course of the next several months. The Company issued to the Investors secured convertible debentures (the Convertible Debentures) totaling $2,000,000 with a 6% interest rate and a maturity date of March 1, 2009. The Convertible Debentures are convertible into common shares of the Company at the Applicable Percentage (as defined below) times the average of the lowest three (3) Trading Prices for the Common Stock during the twenty (20) Trading Day period prior to conversion. The Applicable Percentage means 50%; provided, however, that the Applicable Percentage shall be increased to (i) 55% in
the event that a Registration Statement is filed within thirty days of the closing and (ii) 60% in the event that the Registration Statement becomes effective within one hundred and twenty days from the Closing. The Company simultaneously issued to the Investors seven-year warrants to purchase 3,000,000 shares of common stock at an exercise price of $ 1.00 and 3,000,000 warrants at an exercise price of $1.50 per share.



The Company incurred financing costs with Westminster Securities (Westminster) consisting of cash and stock. The cash paid to Westminster was a commission of $160,000 (8% of the net proceeds of $2,000,000) for arranging for this financing. In addition, Westminster received 100,000 shares of our common stock and 300,000 Series A warrants to purchase our common stock at an exercise price of $1.00 and 300,000 Series B warrants at an exercise price of $1.50. The Company valued the common stock and warrants issued to the private investment firm using the Black-Scholes model and the same assumptions as below. The 100,000 shares of common stock were valued at $0.75 per share, or $75,000, based upon the market price upon the closing date of the financing. The total value of the Series A warrants issued was $143,998 and the total value of the Series B warrants issued was $126,882.
Total financing costs, including cash paid and common stock and warrants issued, amounted to $524,455. This amount was recorded on the balance sheet as deferred financing costs and is being amortized to interest expense over the three year term of the financing. Amortization of deferred financing costs amounted to $14,568 for the three months ended March 31, 2006.



The Company used the Black-Scholes model to calculate the fair value of the warrants and estimated the value of the Series A and Series B warrants to be $0.48 and $0.42 per warrant, respectively, as of March 1, 2006. The following assumptions were made in the calculation:




Stock price
        $0.75Exercise price
        $1.00/$1.50Stock volatility
        68.7%Risk-free rate
        4.5%Term
        7 yearsDividend yield
        0%

The Company allocated $561,068 of the value of the Convertible Debentures towards the fair value of the warrants using the relative fair value method and recorded this amount to paid-in capital. The remaining $138,932 has been recorded as a net liability. The discount on the Convertible Debentures is being amortized into expense over the term of the financing and amounted to $13,056 for the three months ended March 31, 2006.


Page 7





Rockelle Corp. and Subsidiary

Notes to Financial Statements

March 31, 2006





NOTE 4 - DEFERRED FINANCING COSTS, NET



Deferred financing costs of $524,455 were incurred in conjunction with the Convertible Debentures and consist of the following:




Cash
        $
        160,000Legal fees
        
        18,575Common stock
        
        75,000Series A Warrants
        
        143,998Series B Warrants
        
        126,882524,455Less: Accumulated amortization
        
        ( 14,568)Deferred financing costs, net
        $
        509,887

Amortization expense of $14,568 and $- 0 - was incurred during the three-month period ended March 31, 2006 and 2005, respectively. These costs are being amortized over 36 months.



NOTE 5  CONVENIENCE STORE OPERATIONS



In March 2006, Riverhead turned over the operations of its one remaining convenience store to the owner of the property. In exchange for turning over the operations, Riverhead received $75,000, which is equal to the amount of construction costs incurred with Krysta to upgrade the facility. Riverhead spent an additional $62,000 for equipment and improvements with third parties for which they were not reimbursed.



NOTE 6  MULTIPLE UNIT DEVELOPMENT AGREEMENT



On March 16, 2006, the Company entered into a Multiple Unit Development Agreement with Frosted Mug Holdings, LLC (Agreement) which granted it certain development rights to establish and operate ten Snack Bars using the Frosted Mug Holdings proprietary restaurant services marks which currently include Stewarts, Stewarts Root Beer and the Original Drive In. In accordance with the agreement, the Company has the right to establish and operate these Stewarts Snack Bars in up to ten Wal-Mart locations in Pennsylvania, Maryland, Ohio, Florida and New York. Currently, permits have been obtained and construction has been commenced on two properties located in Florida and one property located in Pennsylvania. At such time as the Snack Bars have opened, the Company can continue to manage each of these establishments or, subject to registration requirements, locate
individual franchisees to operate the business.



Pursuant to the terms of the Agreement, the Company was required to pay a development fee equal to $12,500 per Snack Bar either under construction or for which a permit has been issued. Said fee shall be paid upon issuance of each subsequent permit for Snack Bars developed hereunder. For the initial ten Snack Bars subject to this Agreement the total initial fee is $125,000 (the Development Fee). The Company was also required to pay $4,000 per unit toward the royalties to be charged to the Wal-Mart Snack Bars developed. Hereafter, said fee shall be paid upon issuance of each subsequent permit for Snack Bars developed hereunder. In addition to the Development Fee, the Company also paid $4,500 in rental security per unit, which is reflected in security deposits and other assets within the accompanying consolidated balance sheets.




Page 8





Rockelle Corp. and Subsidiary

Notes to Financial Statements

March 31, 2006





Pursuant to the terms of the Agreement, the Company has the right to sell any of the Snack Bars developed by it to any third party and retain any proceeds from such sale. The Company is also entitled to retain one third of all royalties collected from such third party franchisee after the sale.



NOTE 7  STOCKHOLDERS EQUITY



In May 2005, Rockelle entered into a Consultant Agreement with a business
development corporation with expertise in the dissemination of information about
early stage or publicly traded companies. Under the terms of the agreement and
in consideration for services, the Company paid or caused to be delivered
400,000 shares of common stock at $0.95 per share for consulting services, and
valued these common shares at the contemporaneous cash value of $380,000. During
February 2006, the Company paid or caused to be delivered an additional 400,000
shares of common stock at $0.75 per share for additional consulting services
provided as of March 31, 2006. The Company valued these common shares at the
contemporaneous cash value of $300,000.  At March 31, 2006, there were 2,550,000 warrants issued that were considered to be dilutive securities
that will dilute future earnings per share.



NOTE 8 - EARNINGS PER SHARE



Basic net income (loss) per common share exclude dilution and are computed by dividing net income (loss) available to common
stockholders by the weighted average number of common shares outstanding for the period.  Diluted net income (loss) per share
reflects the potential dilution that could occur if stock options or other contracts to issue common shares of the Company or its
subsidiaries were exercised or converted to common stock or resulted in the issuance of common stock that then shared in the earnings
of the Company.  For the three months ended March 31, 2006 and 2005, diluted loss per share is the same as basic loss per share since
the effect of all common stock equivalents was anti-dilutive due to the net loss.





NOTE 9 - SUBSEQUENT EVENTS



On April 12, 2006, the Company received the second installment of financing, totaling $600,000.



On April 18, 2006, the Company received the third and final installment of financing, totaling $700,000.



On April 20, 2006, the Investors converted $73,250 of Debentures into 250,000 shares of Rockelle common stock at a conversion price of $0.293 per share.













Page 9













Item 2.
        Managements Discussion and Analysis or Plan of Operation

Plan of Operation



The following plan of operation provides information which management believes is relevant to an assessment and understanding of our
results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto..
Because we have not generated significant revenues, we intend to report our plan of operation below.



The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. The Companys actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.



Overview



Our plan of operations for the twelve months following the date of this registration statement is to complete the following objectives within the time period specified:



It is Rockelles intention to develop a minimum of ten (10) Stewarts Snack Bar franchises located within Wal-Mart facilities on an annual basis.



In the first year, Rockelle intends to sell a minimum of five (5) of their developed Stewarts Snack Bar franchises and retain ownership of the remaining franchises. Net revenues from operations of each Stewarts Snack Bar located in a WalMart are projected to exceed $147,000 annually. In addition to the franchise operations revenue,

Rockelle will net approximately $150,000 on the sale of each developed Stewarts Snack Bar franchise sold. Rockelle will continue to earn $4,000 annually in recurring royalty fees per location for each franchise sold.

Rockelle holds the right of first refusal to purchase any WalMart location granted to Frosted Mug for a Stewarts Snack Bar. It is the intention of Rockelle to develop ten (10) Stewarts Snack Bar franchises, located within Wal-Mart stores, in each subsequent year. It is anticipated that this agreement with Frosted Mug will allow Rockelle to expand into many other locations across the United States. To assure the successful buildout of each Stewarts Snack Bar franchise within Walmart, we have hired a contract expeditor to oversee all sites under construction nationally to facilitate this expansion.



Rockelle will continue to net approximately $150,000 on the sale of each developed Stewarts Snack Bar franchise sold. By selling a minimum of 5 franchise locations, total net revenue from these sales will generate approximately $750,000, exclusive of any continuing royalty revenue.



Management strategies include the opening of a model Taco Time in the New York Metropolitan area, offering franchises for sale, providing construction and build out services, furnishing marketing and advertising support. This location will be used as a showcase for future franchise purchasers. We estimate the cost to open the model store to be approximately $260,000 and we expect to generate revenue in excess of $550,000. An additional $25,000 will be needed for initial food inventory and miscellaneous expenses. When fully operational this location will require a staff of 11 employees.



Plan Of Operations



Over the next twelve months we intend to further our business plan by developing ten (10) Stewarts Original Root Beer Restaurant Snack Bars, located within existing WalMart stores across 5 states, as well as opening a minimum of four (4) Taco Time franchise locations. We will undertake the build-out construction, bring each franchised location into operational status, and then either operate the franchised location or sell the franchised location to other franchisees. Our sole officer and Director, Gerard Stephan, will oversee all of the following activities.









CONSTRUCTION



Prior to this filing, construction had begun in five (5) locations; one in Pennsylvania, two in Maryland, and two in Florida. Beginning in May, 2006, we anticipate construction to commence on the remaining two (2) sites in Maryland,  and two (2) in Ohio. Building permits for these four (4) locations have been applied for, and contractors are under contract and in place to begin construction, pending approval of the construction plans from the respective Boards of Health. Our last remaining site, in New York State, for which we are currently under contract, is anticipated to begin in June 2006. We have already hired a construction facilitator to oversee all aspects of the build-out construction. Our facilitator helps us to take advantage of the combine purchasing power of multiple construction sites.



OPERATIONS



It is our intension to sell a minimum of five (5) developed Stewarts Snack Bar franchises and retain ownership of the remaining five (5) franchises. In addition, we will also develop a minimum of four (4) Taco Time franchises in 2006.



SALES AND MARKETING



Our sales and marketing is divided into two separate categories. The first is to generate visibility for the franchises we intend to operate. We will take advantage of the foot traffic generated by WalMarts customers to spread the word about these new Stewarts locations.



The second is to utilize the operational locations to develop interest by prospective franchisees. In addition, we intend to use traditional sales and marketing vehicles such as newspaper and trade publications.



As royalty revenues grow, we intend to increase our visibility by implementing local and regional advertising campaigns.



FURTHER DEVELOPMENT OF ORGANIZATIONAL INFRASTRUCTURE



Mr. Stephan will personally undertake the responsibility of selecting and overseeing the management put in place in each of the Stewarts locations in WalMart stores. With continued expansion, it is our intention to hire regional managers to oversee daily operations of larger geographical regions. In addition, Mr. Stephan will be responsible for hiring the employees needed to staff our initial locations.



Completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated and if we are unable to generate sufficient revenues, we may be unable to proceed with our plan of operations. We may need to seek additional equity financing to cover our administrative expenses, marketing and expansion. We anticipate that, if needed, any such financing will be through the sale of shares of our common stock at prices based upon our trading market once such market develops. Even without significant revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require the additional financing to potentially achieve our goal of profit, revenue and growth.



Liquidity and Capital Resources



On March 3, 2006, we completed financing agreements by executing a securities purchase agreement with the following entities: AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millenium Capital Partners II, LLC. Under the securities purchase agreement, we will issue up to $2,000,000 in callable secured convertible notes. The notes are convertible into shares of our common stock. The conversion price is based on the average applicable percentage of the average of the lowest three (3) Trading Prices for the Common Stock during the twenty (20) Trading Day period prior to conversion. The Applicable Percentage means 50%; provided, however, that the Applicable Percentage shall be increased to (i) 55% in the event that a Registration Statement is filed within thirty days of the closing and (ii) 60% in the event that the Registration Statement becomes effective within one
hundred and twenty days from the Closing. The timing of the conversion is at the option of the holder. The notes are secured by a grant of a general security interest in all of our assets both tangible and intangible. The



Company simultaneously issued to the private investors seven year warrants to purchase 3,000,000 Series A warrants at an exercise price of $1.00 and 3,000,000 Series B warrants at an exercise price of $1.50.



A private investment firm, Westminster Securities Corporation based in New York City, will receive a total commission of $160,000 (8% of the net proceeds of $2,000,000) for arranging for this financing. In addition, Westminster Securities received 100,000 shares of our common stock and seven year warrants to purchase 300,000 Series A warrants at an exercise price of $1.00 and 300,000 Series B warrants at an exercise price of $1.50.



As of March 31, 2006, we had received $700,000 in funding. To date, we have received a total of $2,000,000 under the terms of the securities purchase agreement. We have applied these funds in the manner outlined in the tables below.



As of March 31, 2006:




Gross Proceeds Received
        $700,000Less - Use of Proceeds
Prorated Closing Costs and Fees
Frosted Mug Contract
Construction, Build-out & Equipment Costs _
        $178,575
$149,000
$372,425Total Proceeds Utilized
        $700,000Net Retained for operating expenses
        $ 0



To Date:


Gross Proceeds Received
        $2,000,000Less - Use of Proceeds
Prorated Closing Costs and Fees
Frosted Mug Contract
Construction, Build-out & Equipment Costs _
        $178,575
$149,000
$572,425Total Proceeds Utilized
        $900,000Net Retained for operating expenses
        $1,100,000

The remaining proceeds will be used for build-out construction and equipment costs for the remaining WalMart locations approximating $800,000 with the balance of $300,000 to be used for general working capital.



With an existing forecast of minimum revenues of $3,126,000 in 2006, management believes that with the operational cash to be generated and the retained working capital from our recent funding, the overall cash requirements of operations are expected to be met. While there is no absolute guarantee that we will generate the forecast revenues, management believes that both the revenue generation forecast and the additional funding will be attained. At the present level of operations, working capital requirements to sustain operations approximates $50,000 per month exclusive.



It is managements estimate that with its existing working capital resources and with the insurance of the contemplated additional funding noted, we will be able to meet the working capital requirements of operations for the coming twelve months of operations.









Results of Operations



For the Three Months Ended March 31, 2006 and 2005



Gross revenues increased from $12,318 for the three-month period ended March 31, 2005 to $15,384 for the three months period ended March 31, 2006, an increase of $3,066. These revenues were generated from royalties on gas sales from gas station/convenience store operations. We are not aware of any known trends, events, demands, commitments or uncertainties in our industry that are reasonably likely to have a material impact on our present or future financial condition or operating performance. The increase in revenues is due to increased gas sales volume. Our net loss from operations for the three-month period ending March 31, 2005 was $10,263 as compared to net loss from operations for the three month period ending March 31, 2006 of $444,212. The increase in net loss was due to increase in sales, general and administrative expenses of $391,200 and a $44,010 loss on disposal of property and equipment.



Selling, general and administrative expenses increased from $22,581 for the three-month period ending March 31, 2005 to $413,781 for the three month period ending March 31, 2006. These expenses represent our total operating expenses during this period. The increase in our total operating expenses was due to additional expenses required in order to become a publicly traded company and remain in compliance with all reporting requirements. These additional expenses include legal and accounting fees, auditing fees and professional fees associated with obtaining private financing. It should be noted that the operating expenses do not include any management salary. Mr. Stephan, to date, has received no salary from Rockelle Corp.



Liquidity and Capital Resources



At March 31, 2006 the Company had $284,020 in cash and $15,000 in prepaid expenses for a total of $299,020 in assets. The Company had $46,459 in accrued expenses, $50,000 franchise obligation. $105,500 due to affiliates, $243,056 in convertible notes and a stockholder loan payable in the amount of $42,060 for a total of $637,075 in liabilities. The Company will rely upon the issuance of common stock and additional capital contributions from shareholders to fund expenses to enter into the franchise industry. There are no guarantees that the Company will be successful in the industry.



Critical Accounting Policies



Rockelles financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and  underlying accounting assumptions adhere to GAAP and are consistently and conservatively  applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under
different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.







Item 3.
        Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2006. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commissions rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and communicated

to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



















PART II - OTHER INFORMATION






Item 1.
        Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.




Item 2.
        Changes in Securities.


None




Item 3.
        Defaults Upon Senior Securities.


None


Item 4.
        Submission of Matters to a Vote of Security Holders.

No matter was submitted during the quarter ending March 31, 2006, covered by this report to a vote of the Companys shareholders, through the solicitation of proxies or otherwise.




Item 5.
        Other Information.


None


Item 6.
        Exhibits and Reports of Form 8-K.


(a)
        Exhibits


31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002


32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002




(b)
        Reports of Form 8-K

On March 7, 2006, the Company filed a Form 8k based on the financing transaction

On March 17, 2006, the Company filed a Form 8K based on an agreement with Frosted Mug Holdings, LLC

On  March 17, 2006, the Company filed a Form 8K based on a change in independent auditor.

SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.




ROCKELLE CORP.RegistrantDate: May 18, 2006
        By: /s/ Gerard StephanGerard StephanPresident, Secretary and Director